Merchant Terms of Service
Terms of Service
(“INSTABOTTLES”) ON BEHALF OF VENUE, BAR, OR OTHER ENTITY (THE “VENUE”) REQUESTING THE SERVICES OF INSTABOTTLES (THE “SERVICES”). THESE TERMS AND CONDITIONS CONSTITUTE A LEGAL CONTRACT BETWEEN VENUE AND INSTABOTTLES. PLEASE READ THEM CAREFULLY BEFORE USING THE WEBSITE OR ANY OF THE SERVICES PROVIDED BY INSTABOTTLES (COLLECTIVELY, THE “SERVICES”).
BY REGISTERING TO USE THE INSTABOTTLES SERVICES AND WEBSITE, YOU ARE GIVING YOUR CONSENT TO, AND AGREEING TO BE BOUND BY, THESE TERMS OF SERVICE IN CONNECTION WITH YOUR USE OF THE SERVICES AND THE WEBSITE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OF SERVICE, YOU SHOULD NOT REGISTER AS A MERCHANT WITH INSTABOTTLES, OR IN ANY MANNER USE THE WEBSITE OR ANY OF THE SERVICES FOR ANY PURPOSE.
- InstaBottles provides retail customers with a convenient way to make reservations online at Venue, including ordering and paying in advance for goods and services offered by Venue, such as Bottle Service, drink packages, etc., provide by Venue, based on the availability schedule provided by Venue through InstaBottles’ Merchant Portal. When a customer makes a reservation that includes goods or services that require advance payment (such as Bottle Service), InstaBottles also collects the total amount due from the customer for such goods and services, and issues an electronic receipt to the customer. The customer then presents the receipt at Venue in order to gain entrance to Venue and receive the goods and services for which payment has been made.
- InstaBottles’ Service to Venue includes processing customer reservations for tables at Venue, promoting the use of Venue’s facility, goods, and services, and serving as the limited agent of Venues by accepting payment for such goods and services from customers on behalf of Venue as part of the payment process.
- InstaBottles provides the Services through one or more platforms owned, controlled, or operated by InstaBottles or its business partners, including through the Website, Venue’s website, and/or one or more mobile applications. The Services Venue receives under these Terms and Conditions are determined by the option selected by Venue through the Merchant Portal.
- InstaBottles may, at its sole option, offer additional optional features and functions, the use of which may require additional fees and require Venue to agree to additional terms and conditions specific to those additional features and functions, which will be provided to Venue at such time as such optional features and functions become available.
- Account Creation and Control
- In order to use any of the Services, Venue must create an account (an “Account”) through the InstaBottles Merchant Portal. All information requested from Venue must be provided in order for InstaBottles to activate Venue’s Account, including such information includes such information as Venue’s address, operating hours, seating capacity, dress code (if any), the Vendor’s payment information for ACH and/or Paypal payments. Venue must also enter all dates and times during which reservations and/or its facility is available, as well as those periods during which Venue will not accept any such reservations.
- InstaBottles reserves the right to refuse to activate any Account, or to de-activate any Account, if any of the information provided by Venue is incorrect or incomplete in any respect. Venue’s continued use of the Website and the Services is also subject to Venue’s continuing compliance with these Terms and Conditions.
- Venue is responsible for maintaining control over access to the Account, including the confidentiality of its Account login ID and password. Venue is solely responsible for all activities that occur on or through the Account, whether or not Venue authorized such activities.
- Venue may upload photographs and additional information to be displayed to potential customers on the Website. By providing any information and/or photographs of or about Venue to InstaBottles, Venue grants InstaBottles a nonexclusive license to use, reproduce, distribute, modify, adapt, and publicly display the information and photographs provided, and any derivatives thereof, in connection with the Services and business of InstaBottles, including for marketing, promoting, and redistributing all or any part of the Service (and derivative works thereof) and using such information for analytics purposes.
- When a customer makes a reservation at Venue through InstaBottles, that reservation is binding upon Venue, and may not be cancelled except as provided below. All reservations are between Venue and the customer, and the Vendor must honor all reservations made through InstaBottles. If Venue is unable to or otherwise fails to provide Services to a customer who made a reservation through InstaBottles, Venue will be solely liable for refunding the customer all amounts previously paid by the customer for such Services.
- InstaBottles requires that all cancellations of reservations by customers be made at least 24 hours prior to the scheduled time of the reservation. Customers may cancel reservations through InstaBottles or by contacting Venue directly. Venue agrees to promptly update the update its calendar on the Website for any cancellations made directly through Venue. No refunds will be granted for any cancellations within 24 hours of the schedule time of the reservation or for “no-shows.”
- Other than the forfeiture of any fees paid in the event of a cancellation within 24 hours of the reservation time, InstaBottles does not impose a fee on customers for cancellations. Venue, however, may require that customers provide credit cards to make a reservation for the Service in accordance with its own cancellation policy, including for special occasions or for large parties.
- Should any customer challenge any charge through the customer’s issuing bank (a “chargeback”), InstaBottles will use commercially reasonable efforts to oppose the chargeback if InstaBottles determines, in InstaBottles’ sole discretion, that such opposition is merited.
- If the customer’s issuing bank enforces ay chargeback and InstaBottles has distributed the charged-back funds to Venue, Venue agrees to reimburse InstaBottles the chargeback amount, plus any associated fees. InstaBottles shall be entitled, but not required, to offset all or any part of any chargeback amount against any other amounts owed by InstaBottles to Venue whether in connection with these Terms and Conditions or any other services provided by InstaBottles to Venue.
- All customer credit card and other payment information will be stored with InstaBottles’ third party payment processor and will not be made available to either InstaBottles or Venue.
- Responsibility for Interactions with Customers
- InstaBottles Service allows customers to make reservations for tables, goods and services provided by Venue online. InstaBottles is in no way responsible for any in-person interactions or any communications between Venue or its personnel and any customer as a result of any reservation made hereunder or otherwise.
- Without limiting anything else contained in these Terms of Service, Venue is solely liable for the customer’s experience at Venue, and for Venue’s compliance with all applicable statutes, laws, rules, regulations, ordinances, and codes (collectively, “Laws”) in connection therewith, including, without limitation, all Laws relating to the provision of alcohol to minors or inebriated persons. Venue shall indemnify and hold harmless InstaBottles and its affiliates for any claims arising out of or in connection with the provisions of this Paragraph 4.
- Equipment & Third Party Services
- InstaBottles’ core Services and platforms require Venue to integrate third party services, software, and devices (“Third Party Services”) to more robustly capitalize on InstaBottles’ functionality. Specifically, in order to use the Service, Venue must supply certain equipment and subscribe to certain specific Third Party Services. In particular, Venue must have at least: (a) at least one Apple iPad® or iPhone® running the iOS version specified by InstaBottles, OR at least one cellular phone or tablet running the Android® version specified by InstaBottles (b) a working broadband Internet connection, (c) a secure wireless network available in all places within Venue where a service-related device (including terminals as well as peripheral devices, such as any printers) will be used, (d) a valid merchant account (if Venue accepts payment by credit and/or debit card) to process and receive card payments, and (5) an active InstaBottles Account. Venue agree that the foregoing Third Party Services require additional peripheral devices, fees, ancillary contracts, setup, configuration, and maintenance with third party service providers.
- Venue is solely responsible for obtaining, installing, and maintaining all equipment and all necessary Third Party Services to use the Services, at Venue’s sole cost and expense.
- As compensation for providing the Services to Venue hereunder, InstaBottles will be entitled to a fee equal to the percentage of all amounts collected from customers on Venue’s behalf (excluding any taxes collected by InstaBottles on Venue’s behalf) as specified by Venue when registering (the “Service Fee”). InstaBottles will remit all amounts collected on behalf of Venue, less the amount of all Service Fees, to Venue every Thursday for the week ending on the immediately prior Sunday. All such payments shall be from InstaBottles to Venue shall be processed via ACH or Paypal.
- Venue may substitute goods or services reserved by a customer through InstaBottles with other goods or services at the customer’s request if both Venue and the customer so agree; however, neither Venue nor the customer will be entitled to a refund for the difference in amount between the goods and services booked through InstaBottles and the substituted goods or services.
- Any refund provided by InstaBottles to a customer will be deducted from the next payment due Venue by InstaBottles hereunder. If the aggregate amount of refunds for any week exceed the amount due the Vendor from InstaBottles for such week, InstaBottles will, at its option: (a) invoice Venue for the deficiency, or (b) offset any future payments that are due to Venue hereunder or under any future contract between the parties.
- Any overdue payments by Venue shall be subject to finance charges computed at a periodic rate of 1% per month (or, if less, the maximum rate allowed by applicable). InstaBottles reserves the right to suspend Venue’s access to Services for non-payment of any amounts due hereunder at its sole discretion. This Section shall in no way limit any other remedies available to Venue under applicable law.
- Venue shall be responsible for the payment of all taxes, excises, payroll deductions, fees, fines, penalties, or other payments required by federal, state, or municipal law, ordinance, or regulation in relation to Venue's use of the Services hereunder and the provision of goods and services to customer booked through InstaBottles. Venue shall collect and pay promptly and before delinquency all taxes imposed under current or subsequent law upon sales of taxable goods or services in performance of these Terms.
- Venue shall be responsible for determining the amount of taxes for which the customer is liable in connection with each transaction processed by InstaBottles as agent for Venue. InstaBottles will include in the amount it collects from customers of Venue the amount of taxes specified by Venue, but will not be responsible for determining whether such amounts are due or otherwise comply with applicable law. Such responsibility shall be solely that of Venue.
- Venue shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which Venue is required to be so registered in connection with the services offered, and shall be responsible for paying any and all sales, use or any other taxes related to the services offered.
- In the event that InstaBottles is required by tax authorities to withhold taxes on behalf of Venue. InstaBottles reserves the right to deduct any such taxes from amounts due to Venue and to remit them to the appropriate tax authority. InstaBottles may also be required to report the withholding tax payments to the tax authorities. InstaBottles shall provide evidence of payment of withholding taxes to Venue no later than 60 days after payment of the withholding taxes.
- Service & Platform Updates
- InstaBottles may from time to time provide updates and upgrades to the Services, the Website, and platforms through which the Services are delivered. Such updates and upgrades may be critical or mandatory in nature, and InstaBottles may require Venue to download and install such updates in order to continue Venue's access to the service and Venue's Account. InstaBottles will attempt to give Venue reasonable notice of critical and mandatory updates via communications to the e-mail address or other contact information associated with Venue's Account. In no event shall InstaBottles be liable to Venue or any third party for any interruption, or termination of Venue's account or access to the Service, any information associated with Venue's Account or any sub-account or for any losses or damages of any kind resulting therefrom, as a result of Venue’s failure to install any updates or upgrades provided by InstaBottles.
- InstaBottles reserves the continuing right to reject or discontinue any service, at any time and for any reason, and to remove all references to the services from its platforms.
- Restrictions on Use of the Service
- As a condition of Venue’s use of the Services, the agrees that it will not engage in, nor allow anyone under Venue’s control to engage in, any activity related to the Services that is unlawful or prohibited, including, but not limited to: (a) use of the Service to transmit or otherwise distribute any Advertisement or content that is unlawful, defamatory, libelous, harassing, abusive, fraudulent or obscene, that contains viruses, or is otherwise objectionable, as reasonably determined by InstaBottles; (b) interfering or attempting to interfere with the proper working of the Services or prevent others from using the Services; (c) using the Services for any fraudulent or unlawful purpose (d) violating any intellectual property rights of InstaBottles or any third party; (e) accessing, tampering, or gaining access to any part of the Services that Venue is not authorized to access, including information about other venues having account with InstaBottles; (f) removing, circumventing, disabling, damaging or otherwise interfering with any security-related features of the Services or the Website; or (g) decompiling, disassembling, or otherwise reverse engineering or attempting to reconstruct or discover any source code or underlying ideas or algorithms of the Services, the Website or any software related thereto. Violation of any of the foregoing may result in immediate termination of these Terms and Conditions, in addition to any and all other available remedies, in InstaBottles’ sole discretion, and may subject Venue to state and federal penalties and other legal consequences.
- Without limiting any provision of this Paragraph 10, Venue agrees that it will use the Services strictly in compliance with all applicable federal, state, and local laws, statutes, rules, regulations and ordinances.
- InstaBottles reserves the right at any time and from time to time to review Venue’s use of the Services and/or the Website, and to visit Venue (without necessarily disclosing that any such visit is by or on behalf of InstaBottles) in order to determine whether a violation of these Terms and Conditions has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
10. Customer Data
- Without the prior written consent of InstaBottles, Venue shall not: (a) disclose to any third party any information that can be used to uniquely identify a customer, including any customer’s name, phone number, physical address, email address, and credit card information (“Customer Data”) obtained through its use of the Services; or (b) use any Customer Data for any purpose other than (i) as needed to fulfill and process the customer’s reservation; or (ii) add the customer to Venue’s contact list, if any.
- Venue shall immediately notify InstaBottles any suspected unauthorized access to or use of Customer Data or any confidential information of InstaBottles, and shall cooperate with InstaBottles in the investigation of such breach and the mitigation of any damages. Venue will bear all associated expenses incurred by InstaBottles to comply with applicable laws (including, but not limited to, any data breach laws) or arising from any unauthorized access or acquisition of Customer Data while such data is in Venue's reasonable possession or control.
- This Agreement will continue in effect until terminated by either party in accordance with this Paragraph 11.
- InstaBottles may terminate this Agreement, at any time and for any reason, upon written notice to Venue.
- Venue may terminate this Agreement upon 2 weeks’ prior written notice to InstaBottles.
- Termination of this Agreement will not in any way affect Venue's obligation to honor any reservations booked through InstaBottles. Venue shall honor all services scheduled and paid for prior to the termination date, even if the date of the event falls after the termination of this Agreement. Notwithstanding the foregoing, if InstaBottles, in its sole discretion, determines that the quality of service provided to customers booking through InstaBottles is unsatisfactory, InstaBottles may terminate the contract created by these Terms and Conditions and return to customers any amounts previous paid for unredeemed services.
- Effect of Termination. Notwithstanding anything to the contrary set forth in these Terms and Conditions, in the event of any termination, each of the parties will remain liable for any amounts due one another hereunder through the effective date of termination, and any amount that may later become due as a result of any chargebacks or refunds, and such obligation to pay shall survive any termination of the contract created by these Terms and Conditions. Upon termination, any licenses provided hereunder shall terminate and each party shall immediately remove and cease any use of the icons or other trademarks or logos belonging to the other.
- Provisions in these Terms and Conditions that are intended to survive termination will continue in full force and effect after the termination hereof.
12. Intellectual Property Rights
- Venue grants to InstaBottles a non-exclusive, worldwide, royalty free, paid-up, perpetual, irrevocable, transferable and sub-licensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, broadcast, transmit, stream, publish, and publicly perform, in any medium now known or hereafter developed, in (a) Venue's name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, artwork, text and any other content of the kind (collectively, “Intellectual Property”) provided, specified, recommended, directed, authorized or approved to use by Venue; and (b) any third party's Intellectual Property provided, specified, recommended, directed, authorized or approved for use by Venue for which they has the legal authority to do so from such third party, for use in InstaBottles’ promotions and advertising, and to enable InstaBottles to process of Venue’s Intellectual Property provided to InstaBottles for use in connection with the Services. Venue shall retain all right, title, and interest in its Intellectual Property.
- Venue may market and promote its business or operation through use of the InstaBottles name or logo using advertising that has been reviewed and approved in advance by InstaBottles and in compliance with InstaBottles specific instructions and guidelines; provided, however, that Venue shall not advertise any connection with InstaBottles, nor use InstaBottles’ name, symbols, or other identifying marks or property nor make any representation, either express or implied, as to InstaBottles’ promotion or endorsement of Venue or Venue’s business without the prior written approval of InstaBottles. Without limiting the foregoing, Venue agrees that it will not include the InstaBottles name or logo in any advertisement, or in close proximity to any advertisement, for any illegal products or services.
- Except for the licenses granted in this Paragraph 12, neither party intends to grant, nor actually grants any license, covenant not to sue, or any other immunity or right in connection with these Terms of Service under any Intellectual Property rights of that party, whether by implication, statute, inducement, estoppel or otherwise, and each party hereby reserves all of its rights other than the rights explicitly granted in these Terms of Service.
- InstaBottles will retain and own all right, title, and interest in and to all rights to the Service, including any modifications or improvements to the Service.
- Venue acknowledges and agrees that, as between the parties, InstaBottles owns all interest in and to the InstaBottles website, Customer Data, InstaBottles trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by InstaBottles or at InstaBottles's direction, or assigned to InstaBottles, and any materials, software, technology or tools used or provided by InstaBottles to promote, resell or distribute the goods and services and conduct its business in connection therewith (collectively "InstaBottles IP"). Venue shall not use, sell, rent, lease, sublicense, distribute, publicize, or reproduce, the InstaBottles IP or any portion thereof without written consent. Venue shall keep the InstaBottles IP confidential, and shall not prepare any derivative work based on the InstaBottles IP or translate, reverse engineer, decompile or disassemble the InstaBottles IP. Except as specifically provided in this Agreement, Venue and any third party assisting Venue with its obligations in this Agreement, are not authorized to use InstaBottles IP in any medium without prior written approval from an authorized representative of InstaBottles. All rights to the InstaBottles IP not expressly granted in this Agreement are reserved by InstaBottles.
13. Representations and Warranties
- Venue represents and warrants that: (a) Venue has the right, power and authority to enter into the contract created by these Terms and Conditions, and such contract, and these Terms and Conditions, are the valid and binding legal obligations of Venue, enforceable against Venue in accordance with their terms; (b) Venue has obtained and shall continue to maintain all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations; (c) the Venue is registered for sales and use tax collection purposes in all appropriate jurisdictions; (d) the services will be redeemed on the scheduled date; (e) the terms and conditions of the services do not and will not violate any governing law, statute, rule, regulation, or order, including but not limited to, any law or regulation governing the use, sale, and distribution of alcohol; (f) Venue owns all interest in and to Venue’s intellectual property and has licensing rights in the third party Intellectual Property, with the right to sublicense them hereunder, if applicable; and (f) ) Venue has provided and will continue to provide InstaBottles with accurate and complete account and other information, and will inform InstaBottles in writing of any changes or updates to such information.
- Venue agrees to defend, indemnify and hold harmless InstaBottles, its affiliated and related entities, and any of its and their respective officers, directors, agents, owners, and employees, from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including reasonable attorneys' fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Venue of these Terms and Conditions or the contract created hereby, including, without limitation, Venue’s representations and warranties hereunder; (b) any claim for any federal, state, or local sales, use, or similar tax obligations of Venue arising from Venue’s use of the Services or the provision of goods and services to its customers; (c) any claim by any customer or any governmental entity for unredeemed services; (d) any claim arising out of a violation of any law or regulation by Venue; (e) any claim arising out of Venue's violation of any applicable law, statute, rule, ordinance, or regulation governing the use, sale, or distribution of alcohol; (f) any claim by a customer or arising by or through a customer or anyone else relating to the goods or services provided by Venue, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages; and (g) any claim arising out of Venue's misuse of Customer Data, or any violation of an applicable data privacy or security law.
- All notices, demands and other communications to be given or delivered to InstaBottles under or by reason of these Terms and Conditions shall be in writing and shall be deemed to have been given (a) when delivered personally or by email, (b) the business day after sent by reputable overnight express courier (charges prepaid), or (c) three days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified by InstaBottles in writing, all notices, demands and communications to InstaBottles hereunder shall be sent as follows:
If to InstaBottles:
540 Burke Dr.
Carol Stream, IL 60188
- Venue acknowledge and agree that InstaBottles may send any and all notices, demands, and other communications to the email address(es) associated with Venue's Account, and it is Venue's responsibility to keep the e-mail addresses and communications associated with Venue's account current, valid, and active. Venue acknowledges and agrees that all such communications shall be deemed to be “in writing,” that Venue shall read all such communications, and that venue shall maintain appropriate records of such communications. In no event shall InstaBottles be liable to Venue or any third party for any losses or damages of any kind resulting from Venue's failure to maintain a current, valid, and active e-mail address in connection with Venue's Account or failure to read communications sent thereto.
- “Confidential Information” means all information of a confidential or proprietary nature (whether or not specifically labeled or identified as “confidential”), in any form or medium, that relates to the products and services of InstaBottles, (b) the terms of this Agreement, and (c) all Customer Data.
- Venue agrees not to use or disclose any Confidential Information to any party other than (a) to its owners, officers, directors, employees, lawyers, and accountants on a strict need-to-know basis to the extent required to perform its obligations or enforce its rights hereunder, or (b) to the extent required by applicable law or in connection with the enforcement or defense of its rights hereunder, in each case under confidentiality protection to the extent available.
- In the event of a breach or threatened breach of the provisions of this Section 13 by Venue, InstaBottles is entitled to injunctive relief and a decree for specific performance, and any other relief allowed under applicable law, without the need for the posting of a bond or other form of security.
17. Warranty Disclaimer and imitation of Liability
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ALL PRODUCTS AND SERVICES PROVIDED BY INSTABOTTLES HEREUNDER ARE PROVIDED ON AN AS-AVAILABLE BASIS, AND AN AS-IS BASIS, WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
WITHOUT LIMITING THE FOREGOING, INSTABOTTLES DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE OR CORRECTED IN A TIMELY MANNER, OR THAT ANY SERVICE WILL RESULT IN ANY REVENUE OR PROFIT FOR VENUE.
IN NO EVENT SHALL INSTABOTTLES OR ANY OF ITS AFFILIAITES OR SUBSIDIARIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY KIND OR NATURE, INCLUDING ANY LOSS OF PROFITS, GOODWILL, BUSINESS REPUTATION, OR DATA.
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL INSTABOTTLES OR ITS AFFILIAITES OR SUBSIDIARIES BE LIABLE TO VENUE FOR (A) ANY CHANGES THAT INSTABOTTLES MAY MAKE TO THE SERVICES, OR (B) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICES), OR (C) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH VENUE’S USE OF THE SERVICES; OR (D) VENUE’S FAILURE TO PROVIDE INSTABOTTLES WITH ACCURATE ACCOUNT OR OTHER INFORMATION; OR (E) ANY LIABILITY RESULTING FROM VENUE’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; OR (F) VENUE’S INABILITY OR FAILURE TO ACCESS THE SERVICES OR THE WEBSITE DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BYVENUE.
EXCEPT FOR AMOUNTS EXPRESSLY DUE AND OWING HEREUNDER, IN NO EVENT WILL THE TOTAL LIABILITY OF INSTABOTTLES AND ITS AFFILIATES AND SUBSIDIARIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, INDEMNIFICATION OR OTHERWISE) EXCEED THE AMOUNT RECEIVED BY INSTABOTTLES FROM VENUE DURING THE ONE YEAR PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
ALL CLAIMS AGAINST INSTABOTTLES IN CONNECTION WITH THESE TERMS AND CONDITIONS, THE CONTRACT CREATED HEREBY, THE SERVICES, OR THE WEBSITE MUST BE MADE WITHIN ONE YEAR FOLLOWING THE EVENT GIVING RISE TO THE CLAIM.
- Incorporation, Entirety, and Severability
- The Terms and Conditions, found on the InstaBottles’s website, govern and are incorporated into the Service Agreement. InstaBottles may amend the Terms and Conditions in its sole discretion and at any time. The most recent version of the Terms and Conditions (as may be amended by InstaBottles from time to time) will be available: (i) on InstaBottles website, and/or (ii) as part of the InstaBottles newsletter. Venue agrees to be bound by any such amendments of the Terms and Conditions upon notification. Where the Terms and Conditions conflict with this Agreement, this Agreement controls.
- This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
- This Agreement may be amended or modified only in a writing signed by the authorized representatives of Venue and InstaBottles. No course of dealing between the parties shall be deemed effective to modify, amend, or discharge any part of this Agreement or any rights or obligations of any party.
- No failure to exercise any right or remedy hereunder by either party shall operate as a waiver of any such right or remedy at any time thereafter or of any other right or remedy of such party hereunder.
- If any provision of this Agreement should be held to be invalid, illegal, or unenforceable, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality, or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
- Venue covenants and agrees that for so long as these Terms and Conditions remain in effect, InstaBottles shall be the sole and exclusive provider of online reservation services (including Bottle Service) used by or on behalf of Venue.
- Venue agrees that in the event of any violation by Venue of the provisions of this Paragraph 19, InstaBottles shall be entitled to seek injunctive relief without the requirement of posting a bond or other security.
- Additional Provisions
- The parties are independent contractors. Nothing in this Agreement is to be construed to create a joint venture, partnership, franchise, or an agency relationship between the parties. Venue has no authority to bind or commit InstaBottles to any obligation of any kind.
- Venue is not authorized to transfer or assign its rights or obligations under this Agreement, whether by operation of law or otherwise, without InstaBottles' prior written consent, and any purported transfer or assignment with such prior written consent shall be null and void, and of no force or effect. InstaBottles may transfer or assign its interest in and rights under this Agreement at any time.
- This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- In the event that either party hereto is prevented from or delayed in the performance of any of its obligations hereunder by reason of acts of God, war, strikes, riots, storms, fires or any other cause whatsoever beyond the reasonable control of the party, the party so prevented or delayed shall be excused from the performance of any such obligation to the extent and during the period of such prevention or delay.
- The headings and captions used in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
- GOVERNING LAW; JURISDICTION; VENUE.
- This Agreement, including its validity, interpretation and construction and all other related matters shall be governed and interpreted by the laws of the State of Illinois, without regard to its conflict or choice of law principles. Venue for any disputes, controversies or claims arising out of or relating to this Agreement or the breach hereof, the rights granted, or obligations undertaken shall be limited to a federal or state court located within Cook County, Illinois. Each Party hereby submits to the exclusive jurisdiction of such courts. Each of the parties hereto waives any right to a jury trial, and agrees that any proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.
 As used in these Terms and Conditions, “Bottle Service” means the offering by Venue of VIP services to those customers who request them, including, at a minimum, VIP table seating with personalized delivery of bottles of high-end alcoholic and other beverages and non-alcoholic mixers to such customers.